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DECREE No

DECREE No.52-CP OF AUGUST 2, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM PAPER CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to Clause 1, Article 27 of the Law on State Enterprises;

At the proposal of the Managing Board of the Vietnam Paper Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Paper Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Minister of Light Industry, the Governor of the State Bank and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the agencies attached to the Government shall guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Paper Corporation are responsible for the implementation of this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM PAPER CORPORATION (Attached to Decree No.52-CP of August 2nd, 1995, of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam Paper Corporation (hereafter referred to as the Corporation) is a large-scale State enterprise, established by decision of the Prime Minister. Its member units include independent-accounting enterprises, dependent- accounting enterprises and non-business units which are closely associated by economic interests, finance, technology, information, training, research, marketing and by operations in the paper industry and afforestation for paper pulp, with a view to increasing capital accumulation and concentration, specialization and cooperation for production, in implementation of the State-assigned tasks; raising the capability and business efficiency of the member units and the Corporation as a whole; and meeting the market demand for paper.

Article 2.- The Corporation has the tasks of undertaking businesses in all kinds of paper; meeting the essential demand for paper as assigned by the State; attending to the development of the paper-material areas; supplying materials, equipment and spare parts for the paper industry; undertaking import and export of paper and other products related to the paper industry; and undertaking other businesses as provided for by law.

Article 3.- The Corporation has:

1. The status of a juridical person as provided for by Vietnamese law.

2. The international transaction name as VIETNAM PAPER CORPORATION or VINAPIMEX for short.

The head office of the Corporation is located in Hanoi.

3. The Statute on the organization and operation and the management and executive apparatus.

4. The capital and properties, and the responsibility for its debts within the capital under its management;

5. The seal, bank accounts at the State treasury and banks inside and outside the country.

6. The balance of properties and the centralized funds according to the provisions of the Ministry of Finance.

Article 4.- The Corporation is managed by the Managing Board and run by the General Director.

Article 5.- The Corporation is subject to the State management of the Ministry of Light Industry, other Ministries, Agencies at ministerial level, Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management bodies; at the same time, subject to their management in their capacity as the agencies to exercise the right of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law.

Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the provisions of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate according to the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation has the right to manage and use its capital, the land, natural resources and the other resources entrusted to it by the State according to law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to reassign to its member units for management and use of the resources which it has received from the State; and, in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture, contribute stocks, and buy part or the whole property of other enterprises in accordance with law.

4. The Corporation is entitled to assign, replace, rent, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of the authorized State agency and must conform with the principle of preserving and developing the capital; as regards the land and natural resources under the management and use of the Corporation, relevant laws shall apply.

Article 8.- The Corporation has the following rights in the organization of management and business:

1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State.

2. To renew technology and equipment.

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law.

4. To conduct business in such trades and occupations as suit the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; to conduct additional businesses if permitted by the authorized State agency.

5. To select its own market and uniformly to divide the market among its member units; to conduct import and export according to prescriptions of the State.

6. To decide by itself the price brackets for purchases of materials, sales of products and services, the minimum export and maximum import prices in accordance with prescriptions of the State, except for those products and services of which the prices are set by the State.

7. To work out and apply the norms of labor, materials, unit price of wage per unit of product within the frame of the norms and unit prices set by the State.

8. To assign responsibilities in the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the employees on the basis of the unit prices of wage per unit price of product, the service expense and operation effectiveness of the Corporation.

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representatives of the Corporation abroad to work, study and research; for the Chairman of the Managing Board and the General Director to travel abroad, they must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Director and other functionaries in the Corporation and the member units shall be decided by the General Director.

Article 9.- The Corporation has the following powers in financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. It has to reimburse capital or fund used not in line with the purposes.

2. To mobilize capital on its own for business activities which shall not lead to a change of the form of ownership; to issue bonds as defined by law; to mortgage the land-use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to the provisions of law.

3. To set up, manage and use the centralized funds and the capital depreciation fund; the levels and rates of contribution to these funds, and the management and use of them, shall be done according to the guidance of the Ministry of Finance and the requirements and objectives of the Corporation.

4. The Corporation may use the remaining profits after fulfilling all obligations to the State, to set up development investment funds and other funds as prescribed in order to distribute to the employees according to the contribution of each to the business results in the year and according to their shares (if any).

5. The Corporation is entitled to the regime of subsidies, price subsidies or other preferential regimes of the State when performing its production or supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the price policy of the State which cannot make up for the production cost or service which the Corporation has expended on the products and services.

6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 10.- The Corporation has the right to refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest.

Section II: OBLIGATIONS OF THE CORPORATION

Article 11.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated to it by the State (including the capital it invests in other enterprises); accept and efficiently use the natural resources, land and other resources in order to achieve the business targets and other tasks assigned by the State.

2. The Corporation has the obligations:

a) To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b) To pay the international credits used by the Corporation by decision of the Government;

c) To pay the credits directly borrowed by the Corporation, or borrowed by its member units with guaranty from the Corporation and under trust contracts if they units are unable to pay.

Article 12.- The Corporation has the following obligations in managing its business operations:

1. To register for business and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations and before the customers and law for its products and services.

2. To work out the development strategy and the five-year and annual plans for the entire Corporation which must correspond with the State-assigned tasks and market demands.

3. To sign, and organize the implementation of, economic contracts with its partners.

4. To fulfill the assignment in catering for the essential need for paper requested by the State; to meet the need of the market and achieve stabilization of prices for writing and print paper as prescribed by the State.

5. To attend to and develop areas under trees for paper pulp; to organize the management and cutting of trees in the areas which have been assigned to it for protection and development to meet the need for paper pulp in the country;

6. To renew and modernize the technology and mode of management; and to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation.

7. To exercise the obligations to the employees in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation.

8. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security.

9. To abide by the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner, and take responsibility for the accuracy of the reports.

10. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

Article 13.-

1. The Corporation has the duty to carry out correctly the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, the audit regime and other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations.

2. The Corporation has the duty to make public its annual financial statement and other information so as to help in the correct and objective evaluation of the operation of the Corporation as prescribed by the Government.

3. The Corporation shall have to fulfill its obligation of paying taxes and make other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration tax; the semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually provided by the member units in service of production, shall be exempted from turnover tax.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

Article 14.-

1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a) To receive capital (including debts), land, natural resources and other resources assigned to the Corporation by the State.

b) To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans.

c) To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State.;

d) To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans, and the zoning plans for development of the material-supply areas of the Corporation; decide the annual targets and plan of the Corporation, and report them to the Prime Minister; to approve the plans for exploitation, management and protection of the natural resources of the Corporation so that the General Director may assign them to the member units;

e) To organize the evaluation and submit to the authorized agency for approval of the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with capital managed by the Corporation;

f) To submit to the Prime Minister for approval, and in case of accreditation by the Prime Minister, decide the joint venture projects with foreign countries as provided for by the Government; to decide the joint venture projects in the country and other economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered by the Minister of Light Industry, to decide a number of investment projects of Group B; to empower the General Director or the Director of a member unit to approve small investment projects.

To ratify the scheme for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger or dissolution of member units as provided for by law.

g) To issue and supervise the implementation of the economic and technical norms and criteria, including the unit price of wages, unit prices and norms in specialized construction, product standards, trade marks and the prices of products and services within the Corporation at the proposal of the General Director and on the basis of the common regulation of the paper industry and of the country;

h) To work out and submit to the Prime Minister for approval the Statute on Organization and Operation of the Corporation and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on Organization and Operation of the member units, and the amendments and supplements to these Statutes and Regulations, at the proposal of the General Director. To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with the provisions of law.

i) To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations issued by the Ministry of Finance, and submit it to the Ministry of Finance for approval before officially effecting it.

j) To propose the Minister of Light Industry to submit to the Prime Minister to appoint, dismiss, commend or discipline the General Director, in line with the procedure set by the Prime Minister.

To approve the proposal of the General Director for submission to the Minister of Light Industry for appointment, dismissal, commend or discipline of the Deputy General Directors and the Chief Accountant of the Corporation.

To appoint, dismiss, commend and discipline Directors of the member units of the Corporation as the proposal of the General Director.

To decide the overall payroll of the management and executive apparatuses of the Corporation and make amendments when necessary, at the proposal of the General Director;

k) To adopt the plans proposed by the General Director concerning the establishment and utilization of the centralized funds corresponding with the business and financial plans of the Corporation;

l) To examine the plans for capital mobilization (in all forms), and guarantee the borrowings and liquidation of property of the member units, to decide or submit to the Prime Minister for decision, according to the principles set in Item 4, Article 38, of this Statute.

m) To approve the quarterly, bi-annual and annual operational reports of the Corporation, and the annual financial statement (including the balance of property) of the Corporation and its member units submitted by the General Director; and to request the General Director to publicize the annual financial statement as prescribed by the Ministry of Finance;

n) to issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as presented by the General Director and for uniform application throughout the Corporation.

3. The Managing Board comprises five members to be appointed and dismissed by the Prime Minister. The criteria of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.

4. The Managing Board comprises a number of full-time members, including the Chairman of the Board, a member who is also the General Director and a member who is also the President of the Control Commission. The other two members are experts at paper industry and law, who may serve as full-time or part-time members.

5. The Chairman of the Managing Board shall not also serve as the General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in one of the following cases:

a) Breaking law or violating the Statute of the Corporation;

b) He/she has proved to be incapable of assuming the assigned tasks, and is requested to be replaced by at least two thirds of the incumbent members of the Managing Board.

c) He/she asks to resign from the job for plausible reasons.

d) He/she is appointed to assume another task.

7. The Chairman of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board as stipulated in Item 2 of this Article.

8. The work regime of the Managing Board:

a) The Managing Board shall adopt the system of collective work. It shall meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the Chairman of the Managing Board, or of the General Director, or the President of the Control Commission, or more than 50% of the members of the Managing Board.

b) The Chairman of the Managing Board shall convene and preside over all the meetings of the Board. When he/she is absent for a plausible reason, he/she shall empower a member of the Board to chair the meeting on his behalf.

c) The meetings of the Managing Board shall be valid only when at least two thirds of the members are present.. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any resolution or decision of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Board may have his/her reservation about a resolution or decision.

d) When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign parties and the annual financial statements, and to issue the systems of economic - technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches. In case the meeting deals with an important question related to the local administration, it must invite the representative of the People's Committee at the provincial level. In case the issue relates to the interests and obligations of the employees in the Corporation, the Managing Board shall have to invite a representative of the Trade Union of the branch. These representatives may speak but shall not take part in the voting. When they discover that the resolutions or decisions of the Managing Board are damaging the common interests, they may send a written petition to the Managing Board and, at the same time, report the matter to the Heads of the agencies which they represent, so that the matter may be considered and settled properly. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

e) The resolutions and decisions of the Managing Board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Board, the General Director may express his/her reservation and submit it to the authorized State agency for settlement; but pending such a settlement, he/she still has to abide by the resolution and decision of the Board.

f) The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Board and the Control Commission and for the specialists and assistants, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 15.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the operations of the Corporation.

The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a) Under no circumstances shall they place themselves in a position that might compromise their observance of honesty and public-mindedness, or provoke contradictions between the interests of the Corporation and personal interests.

b) Under no circumstances shall they abuse their powers for personal interests, or take any action of usurping the business opportunities of the Corporation or damaging the interests of the Corporation.

c) Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the Chairman of the Board or General Director of the Corporation, are not allowed to use his/her title to set up a private enterprise, a limited liability company, or a stock company. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with units in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant and Treasurer at the Corporation and its member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all its resolutions and decisions. In case they fail to accomplish the tasks assigned, violate the Statute of the Corporation, take wrong decisions or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 16.- Assisting the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board is assisted by five specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the operational activities of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 17.- The Control Commission:

1. The Control Commission shall comprise five members headed by a member of the Managing Board as assigned by the Board. The four other members are appointed, dismissed, commended or disciplined by the Managing Board. One member is an accountancy specialist, another shall be presented by the Congress of Workers and Employees of the Corporation, another recommended by the Minister of Light Industry, and the fourth presented by the General Director of the General Department of State Capital and Property Management at Enterprises.

2. A member of the Control Commission must not be a spouse, a parent, a child or sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other post in the member enterprises of the Corporation, or other enterprises in the same business branch as the Corporation.

3. A member of the Control Commission must:

a) Be a specialist in accountancy, audit, economics, technology; and have a deep knowledge of law.

b) Have at least five years of experience in the various specialties.

c) Have no previous criminal record or conviction related to economic activities.

4. The term of office of the members of the Control Commission is five years. In the process of work, they may be replaced if they fail to accomplish their tasks.

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the common regime of the State.

Article 18.- Tasks, powers and responsibilities of the Control Commission:

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and on specific affairs, concerning the results of its control and supervisory work; to detect and report promptly to the Managing Board any irregular activities and signs of law-breaking acts within the Corporation.

3. Not to disclose the results of control and supervision unless permitted by the Managing Board. To take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts already detected.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 19.-

1. The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board. The General Director is the representative of the juridical person of the Corporation and takes responsibility before the Managing Board, his/her appointing authority and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domains of activity of the Corporation as assigned by the General Director. He/she takes responsibility before the General Director and law for the tasks assigned or delegated by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks prescribed by law.

4. The Office of the Corporation and the professional and specialized sections shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 20.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of the capital (including debts), land, natural resources and other resources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To recommend to the Managing Board to adjust the capital and other resources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is a change in the tasks.

2. To make effective use of, and preserve and develop the capital under the plan already approved by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out, and direct the Financial Company to carry out, capital mobilization and lending in service of the capital need of the Corporation and its member units.

3. To work out the development strategy, the long-term and annual plans, the programs of action, the schemes for the protection and exploitation of the natural resources of the Corporation, the projects for new investment and intensive investment, investment projects for cooperation with foreign countries, the joint venture programs, business cooperation among the member units, plans for personnel training and retraining within the Corporation, the measures for realization of economic contracts of large value to submit to the Managing Board for consideration and decision, or to subsequently submit it to the authorized State agencies for decision. To organize the realization of the strategy, plans, projects and measures already approved.

4. To run business activities of the Corporation; to take responsibility for the business results of the Corporation; to carry out the tasks of ensuring the provision for the essential needs for paper as assigned by the State to the Corporation; to take responsibility before the Managing Board, the Prime Minister and law for the stabilization of prices for writing paper, print paper and newsprint as prescribed by the State.

5. To work out the planning of areas to grow trees for pulp for the Managing Board to submit to the Prime Minister for approval; to decide and apply the necessary measures to organize the management and effective exploitation of the material areas of the Corporation, to protect and develop the forests and ensure the catering for the need for paper within the country.

6. To work out and submit to the Managing Board for approval the economic - technical norms, the product criteria, the unit price of wage, the unit price and norms in specialized construction in accordance with the common regulations of the branch and the State. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the entire Corporation.

7. To propose to the Managing Board to submit to the Minister of Light Industry to appoint, dismiss, commend and discipline the Deputy General Director and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units; to appoint, dismiss, commend and discipline the Deputy Directors and Chief Accountants of the member units, the Directors of dependent units of the member units and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend and discipline the Heads and Deputy Heads of the sections and of the Office of the Corporation.

8. To work out and submit to the Managing Board for approval of the total personnel of the managing apparatus of the Corporation, including the adjustment plan in case of a change in the organization and personnel of the member units; to establish and directly conduct the operation of the assisting apparatus; to control the implementation of the decisions on the personnel of the managing apparatuses of the member units; to submit to the Managing Board for approval of the Statutes and Regulations on Organization and Operation of the member units as elaborated by their Directors; to approve the plan for establishing, reorganizing and dissolving the dependent units of the member units as proposed by the Directors of the member units.

9. To work out and submit to the Managing Board for approval the Regulations on labor, wages, commendations and discipline to be applied within the Corporation.

10. To organize the running of the Corporation's affairs according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the authorized State agencies the results of the business operations of the Corporation, including the quarterly, half-yearly and annual reports, the annual financial statement and the balance of property of the Corporation.

The financial statement must clearly indicate the centralized accounting of the Corporation and the accountings of the independent-accounting member units, and must be approved by the Managing Board. The financial statement must be based on the documents already certified by the legal audit agency.

11. To carry out and control the carrying out by the member units of the tax obligation and other payments as prescribed by law. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval as provided for by the State.

12. To provide fully all the documents requested by the Managing Board and the Control Commission. to prepare documents for the meetings of the Managing Board.

13. To place him/herself under the control and supervision of the Managing Board, the Control Commission and the authorized State agencies regarding the realization of his/her executive duties.

14. To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires and accidents), and to take responsibility for such decisions; and at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF EMPLOYEES IN THE CORPORATION

Article 21.- The Congress of the Workers and Employees of the Corporation is the direct form for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To take part in the making of the collective labor bargain for the representative of the collective of employees to negotiate and sign with the General Director.

2. To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the employees in the Corporation.

3. To discuss and make suggestions to the planning and plans, the evaluation of the result of business, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of employees in the Corporation.

4. To present candidates to the Managing Board and the Control Commission.

Article 22.- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 23.-

1. The Corporation has its member units which are independent-accounting units, dependent-accounting units and non-business units. The list of the members at the point of the establishment of the Corporation is enclosed in an appendix to this Statute.

2. The member units of the Corporation have their own seals and are allowed to open their accounts at the State treasury and banks in conformity with their modes of accounting.

3. The member units which are independent- accounting units and dependent-accounting units shall have their own Organizational and Operating Statutes. The non-business units of the Corporation shall have their own Organizational and Operating Regulations. These Statutes and Regulations have to be approved by the Managing Board in conformity with law and the Statute of the Corporation.

Article 24.- With regard to the member units which are independent-accounting State enterprises:

1. The independent-accounting member enterprise of the Corporation has the right to business and financial autonomy, is bound in interest and duties to the Corporation according to the provisions of this Statute.

2. The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

a) To empower the enterprise's Director to manage and run its operations in conformity with its Statute as already approved by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation and before law on the activities of the enterprise.

b) To appoint, dismiss, commend and discipline the Director and the Deputy Director(s);

c) To approve the plans, inspect the execution of the plans and the financial statements; to define the amount to be set aside for reward and welfare funds of the enterprise as prescribed by the Ministry of Finance;

d) To deduct part of the capital depreciation fund and the after-tax profit according to the prescription of the Ministry of Finance to set up centralized funds of the Corporation for use in reinvestment and the execution of the investment projects at the member units;

e) To approve the schemes and plans for expanded investment and in-depth investment, joint venture, supplement or retrieval of part of the capital, assignment of stocks under the management of the Corporation and being held by the various member enterprises;

f) To regulate the financial sources, including foreign exchange reserves, among the member units with a view to achieving the highest results in the use of capital at the Corporation, on the basis of ensuring that the total assets of the enterprises from which part of the capital has been withdrawn, shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise.

g) To ratify the forms of wage payment, the unit price of wage and the measures to ensure the livelihood and working conditions of the employees of the enterprise;

h) To decide to expand or reduce the scope of business operation of the member enterprise under the overall development strategy of the Corporation.

i) To ratify the Organizational and Operating Statute of the enterprise, including the assignment of power to the Director of the enterprise concerning: the organization of the managing apparatus; recruitment, commendation, promotion and discipline of the employees; the level of credits (borrowing, lending, buying and selling on delayed payment); buying and selling of assets; buying and selling of stocks of the joint stock companies; buying and selling of patents of inventions, innovations and technology transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as provided for by the Law on State Enterprises;

j) To control the operations of the enterprise and ask it to report on the financial situation and the results of its business operations.

Article 25.- The member units of the Corporation which are independent-accounting enterprises shall take responsibility for the debts and commitments within the capital managed and used by them. More concretely:

1. In the development investment strategy:

a) The enterprise is assigned or accredited to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated with resources by the Corporation to carry out those projects.

b) The enterprise can invest on its own in the development projects outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize funds on its own and take financial responsibility for them.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a) Ensuring the norms, targets and objectives as well as the major balances, the main technical and economic norms, unit prices and prices of the enterprise in accordance with the overall plan of the Corporation.

b) The plan of business expansion based on the optimum use of all resources in the possession of the enterprise and mobilized by itself in conformity with the market demand.

3. In financial operation and economic accounting:

a) The enterprise shall be assigned capital and other resources which are allocated by the State to the Corporation. The enterprise has the duty to preserve and develop the capital and these resources.

b) The enterprise is entitled to mobilize fund and credit from other sources as prescribed by law in order to carry out its business and development investment plans.

c) The enterprise is entitled to establish its own fund for capital construction investment, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund as prescribed by the Financial Regulations of the Corporation. The enterprise has the duty to deduct its budget to contribute to the centralized funds of the Corporation, and is entitled to use these funds as defined in the Financial Regulations of the Corporation and the decisions of the Managing Board;

d) The enterprise shall have to pay taxes and fulfill other financial obligations (if any) to the State as prescribed by law.

e) The enterprise may be empowered by the Corporation to carry out contracts with customers inside and outside the country, on behalf of the Corporation.

4. In organization, personnel and labor:

a) The enterprise may propose to the Corporation to consider and decide, or it may be empowered by the Corporation, to establish, reorganize or dissolve the dependent units, and organize the managing apparatus of the enterprise as defined in the Statute of the Corporation and the enterprise's Statute.

b) In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire employees who work in its managerial and business apparatuses. The appointment or dismissal of the posts in the managerial apparatus of the enterprise and its dependent units as well as the designing and application of the wage and salary system shall comply with the assignment of powers of the Corporation as defined in this Statute;

c) The enterprise has the responsibility to care for the development of its human resource in order to ensure the realization of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 26.- The pulp enterprises which are independent-accounting units shall, apart from complying with the provisions of Articles 24 and 25 of this Statute, observe the following provisions:

1. To draft for submission to the Managing Board and the General Director for subsequent submission to the authorized State agencies for approval the planning for development of the pulp-material areas; for afforestation, exploitation, procurement and supply of raw materials for paper mills according to the plan of the Corporation.

2. To subject to the State technical-economic management of the Ministry of Forestry; to take responsibility in the protection and planting of specialized forests and in social issues related to forestry as prescribed by the State.

3. Apart from the capital assigned to them to carry out their duties in the business of paper materials as assigned by the Corporation, these enterprises are allowed to use the capital resources as prescribed by the State in the protection and development of specialized forests and in the handling of other social issues related to forestry.

Article 27.- The members which are dependent-accounting units:

1. They have the right to financial and business autonomy as assigned by the Corporation, and are bound in obligation and interests to the Corporation. The Corporation takes the final responsibility for the financial obligations from the commitments of these units.

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes.

Article 28.- The non-business units have their own Organizational and Operational Statutes ratified by the Managing Board. They shall adopt the regime of covering expenditures with revenues, are partly supported with State budget (if any) for non-business and training funds; are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 29.-

1. The Financial Company is an independent- accounting member enterprise of the Corporation, operating under law and the guidance of the Governor of the State Bank, and according to the Organizational and Operational Statute ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and member units through preferential credit loans of the Government, credits of commercial banks and financial institutions inside and outside the country. It can issue bonds and stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize idle capital among the staffs of the Corporation and at other units in the paper industry.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and performs other services as prescribed by the Statute of the Corporation and the Regulation of the Financial Company in the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital of the Financial Company on the principle of borrowing and repaying, apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation under the accreditation of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section I. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 30.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt the plan for capital contribution worked out by the General Director in order to decide, or submit to the Heads of the concerned State agencies to decide, according to the powers as assigned in Point (e), Item 2, Article 14, of this Statute.

2. At the proposal of the General Director, to appoint, dismiss, commend and discipline the person directly managing the capital of the Corporation at the enterprise to which the Corporation has contributed capital.

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; collect profits from the capital contributed by the Corporation to other enterprises.

Article 31.- Rights and obligations of the persons directly managing the capital contributed by the Corporation to other enterprises:

1. To hold managerial and executive posts at the enterprises having capital contributed by the Corporation under the Statute of the concerned enterprise;

2. To monitor and supervise the operations of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the utilization of the capital contributed by the Corporation to this enterprise.

Section II. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT-ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 32.- An independent-accounting member enterprise can contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the program of capital contribution for the General Director to submit to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend and discipline the person directly managing the capital that the enterprise has contributed to other enterprises.

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; to collect the profits from the capital contributed by the enterprise to other enterprises.

Article 33.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To assume various managerial and executive posts at the enterprise where his/her enterprise has contributed capital under the Statute o this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise has contributed capital;

3. To observe the regime of reporting defined by the Director; to take responsibility before the Managing Board and the General Director of the Corporation and the Director concerning the efficiency in the utilization of the capital contributed by his/her enterprise to the enterprise where he/she is assigned to managerial or executive post.

Section III. JOINT VENTURE ENTERPRISES

Article 34.- The joint venture enterprises that the Corporation or its member enterprise has joined in and taken part in managerial, executive or operational activities, shall operate under the Law on Foreign Investment, the Corporate Law and the other concerned laws of Vietnam. The Corporation or its member enterprise shall exercise all rights, obligations and responsibility to these joint ventures in terms of financial operation as prescribed by law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 35.- The Corporation performs the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises, other provisions of law and the Statute of the Corporation.

Article 36.-

1. The prescribed capital of the Corporation is composed of:

a) The capital assigned by the State at the time of the founding of the Corporation;

b) Additional investment by the State (if any);

c) Deduction from the after-tax profit to supplement the capital as currently prescribed.

d) Other sources (if any).

2. At each increase or decrease of capital, the Corporation shall have to adjust in a timely manner its capital in the balance of property, and make public the capital of the Corporation after readjustment.

Article 37.-

1. The Corporation may establish and use centralized funds to ensure high efficiency of the development process of the Corporation.

2. The centralized funds of the Corporation are established according to the Statute of the Corporation, the Financial Regulations of the Corporation, and by decision of the Managing Board. They comprise:

a) The development investment fund, established from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profit from reinvestment of the dependent-accounting units are concentrated at the Corporation for investment according to the plan of the Corporation.

If the Corporation mobilizes all the capital depreciation and production development funds of the independent-accounting units, it shall have to observe the principle of borrowing and repayment at the internal interest rate ratified by the General Director with the accreditation of the Managing Board and under the guidance of the Ministry of Finance.

b) The centralized scientific research and training fund for allocation to the units entrusted with the tasks of scientific research, training and retraining in the whole Corporation is formed by the deduction from the production development funds of the member units and the training allocations from the State budget (if any), and other sources, including those collected by the non-business units of the Corporation from the realization of their services and scientific research and training contracts signed with the enterprises and non-business units inside and outside the country.

c) The financial reserve fund, the reward fund, the welfare fund are founded under the direction of the Ministry of Finance. The concrete level of reduction and remittance of the above-mentioned funds and their use are defined in the Financial Regulations of the Corporation.

Article 38.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources, including the capital contributed to other enterprises.

2. It takes responsibility of paying the debts recorded in the property balance of the Corporation and other financial commitments, if any.

3. It controls and supervises the financial operations in the whole Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with delayed payment, guaranty) between the Corporation and the partners outside the Corporation must comply with the assigned norms for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to draft, submit and register the financial plan and the financial reports and the property balance of the Corporation to the authorized State agencies, and submit its annual general financial accounts to the Ministry of Finance. The latter shall control and approve the annual general financial accounts of the Corporation.

6. The Corporation shall have to pay the taxes and make other remittances under the current law and according to the Financial Regulations of the Corporation, with the exclusion of the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties to the State as currently prescribed.

7. The profit earned by the Corporation or member units from the capital they contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation, and the relationship in financial operation between the Corporation and the member units shall be effected in conformity with the Statute and Financial Regulations of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civic relations is limited within the total capital of the Corporation made public at the latest point of time.

10. The Corporation has to observe seriously the Ordinance on Accountancy and Statistics, the current regime of accountancy and financial reports for State-owned enterprises.

11. The Corporation places itself under the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 39.- Relations with the Government:

1. To observe law, carry out seriously Government regulations related to the Corporation and the State enterprises.

2. To carry out the development plans and strategy of the Corporation in the master plan and strategy of development of the service and territorial development of the State.

3. To observe the regulations on the establishment, splitting, merger and dissolution and the policies on organization and personnel, and the regimes on financial, credit, tax and revenue policy regimes, and the regimes on accountancy and statistics.

4. To be subject to the control and inspection regarding the observance of law, advocates, policies and regimes of the State at the Corporation.

5. To be entitled to make proposals on solutions, mechanism and managerial policy of the State concerning the Corporation.

6. To be entitled to manage and use capital, properties, land and other resources assigned by the State in order to carry out the business duties and to have the obligation to preserve and develop these resources.

7. To benefit the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 40.- Relations with the Ministry of Finance:

1. The Corporation submits to the State management from the Ministry of Finance in the following domains:

a) The Corporation must abide by the financial, accounting and tax regimes and the regime of the planning and accounting apparatus.

b) It must submit to the regime of financial audit and internal audit within the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to carry out a number of functions of the owner and direct the Corporation in the following domains:

a) Determination of the capital, natural resources and other resources assigned by the State to the Corporation for management and use;

b) Inspection of the effective use, preservation and development of the capital and other resources assigned to it during the process of operation reflected in the annual financial statement.

c) Ratification of the annual general financial statement of the Corporation.

d) Promulgation of the model Financial Regulations applied to the Corporation, and ratification of the Financial Regulations of the Vietnam Paper Corporation.

3. The Corporation shall submit to the control and inspection in the financial and other domains of the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation. It may propose the Ministry of Finance and the Ministry of Light Industry to ratify and organize the transfer of properties of great value, the investment cooperation with foreign countries and other economic sectors, the above-norm credit relations, the discharge of financial obligations, the distribution of after-tax profits, the liquidation of properties of the Corporation, and the supplementing of the State budgetary capital to the Corporation.

Article 41.- Relations with the Ministry of Light Industry:

1. With its function of State management for economic and technical service, the Ministry of Light Industry shall regulate the Corporation in the following issues:

a) To issue product criteria, technological norms, including imported detached and complete equipment, technical-economic criteria, and to directly inspect and supervise the Corporation in the realization of these criteria and norms.

b) To work out and issue the plan and orientation for technical-economic development of the service, and to directly control the Corporation in the realization of this plan.

c) The Corporation shall have to carry out the above regulations of the Ministry of Light Industry, and may make suggestions to the Ministry regarding the above-mentioned questions.

2. With the task assigned by the State to carry out a number of functions of the owner, the Ministry of Light Industry shall direct the work of the Corporation in these domains:

a) To be in charge and coordinate with the Government Commission on Organization and Personnel to prepare for submission to the Prime Minister to appoint, dismiss, commend and discipline the members of the Managing Board and the General Director of the Corporation.

b) To appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation at the proposal of the Managing Board; to nominate the representative of the Ministry to join in the Control Commission of the Corporation.

c) To take part in the allocation of capital and other resources to the Corporation, to inspect the activities of the Corporation. The Corporation shall have to make reports as prescribed by the State and other reports at the request of the Ministry of Light Industry;

d) To direct the Corporation in meeting the essential demands for paper as prescribed by the State; meeting the market demands for writing paper, print paper and newsprint so as to help the stabilization of prices as prescribed by the State;

e) The Corporation shall also submit to the control, inspection and supervision by the Ministry of Light Industry within the scope of the other functions of the Ministry as provided for by law.

Article 42.- The other Ministries, the Agencies at ministerial level and the agencies attached to the Government, in their capacity as State management agencies, shall direct the work of the Corporation in the following areas:

1. To carry out the technical-economic norms, product criteria, product quality in conformity with the service criteria and related national criteria.

2. To carry out the stipulations on environmental protection.

3. To take part in the expertise of the investment projects according to the strategy and plan for economic-technical service and planning according to the economic areas.

4. To carry out the stipulations on external relations and import and export.

5. To ensure the realization of the interests and obligations with regard to the employees as prescribed by law.

6. The Corporation shall submit to the control and supervision of these agencies in the areas according to the functions assigned by law to these agencies.

Article 43.- With regard to the local administrations in their capacity as State management agencies along territorial lines, the Corporation shall submit to their State management and observe the administrative regulations, and carry out its obligations toward the People's Councils and People's Committees at various levels in accordance with the provisions of law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 44.- The reorganization of the Corporation shall be proposed by the Managing Board for consideration and decision by the Prime Minister.

Article 45.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. On its dissolution, the Prime Minister shall set up the Council for the Dissolution of the Corporation. The remaining property of the dissolved Corporation after payment of the debts due under provisions of law shall belong to the State ownership.

Article 46.- The reorganization, splitting, merger, dissolution and the organization of new member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 47.- When the Corporation and its member units lose their capability of payment of due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 48.- This Statute applies to the Vietnam Paper Corporation. All individuals and member units of the Vietnam Paper Corporation are responsible for its implementation.

This Statute takes effect as from the date of the signing of the promulgation Decree.

Article 49.-

1. Basing themselves on the Law on State Enterprises and this Statute of the Corporation, the member units of the Corporation shall draft their own Statutes or Regulation on their organization and operation for the General Director to submit to the Managing Board for approval. The Statutes and Regulations of the member units of the Corporation must not contradict this Statute.

2. If the need arises to supplement or amend this Statute, the Managing Board shall propose to the Prime Minister for decision. If the member units need to amend or supplement their own Statutes or Regulations on organization and operation, the General Director shall propose to the Managing Board of the Corporation for decision.

Article 50.- In case the documents of the Government, the Ministries, the Agencies at ministerial level, the Agencies attached to the Government, the People's Committees of the provinces and cities directly under the Central Government, and the Decision on the establishment of the member enterprises provide otherwise than this Statute, this Statute of the Corporation shall prevail if the Government so permits.

On behalf of the Government

Prime Minister

VO VAN KIET

APPENDIX

(Attached to the Statute on the Organization and Operation of the Vietnam Paper Corporation)

LIST OF MEMBER UNITS OF THE VIETNAM PAPER CORPORATION

(at the time of establishment of the Corporation)

I. MEMBER UNITS WITH INDEPENDENT ACCOUNTING

1. Bai Bang Paper Company,

2. Tan Mai Paper Company

3. Dong Nai Paper Company,

4. Viet Tri Paper Mill,

5. Hoang Van Thu Paper Mill,

6. Van Diem Paper Mill,

7. Hoa Binh Paper Mill,

8. Binh An Paper Mill,

9. Vien Dong Paper Mill,

10. Phuc Yen Cultural Publication and Printing House,

11. Cau Duong Wood Company,

12. Hong Ha Stationery Company,

13. Vinh Phu Paper Pulp Company, including these dependent-accounting units:

- Cau Ham Plantation,

- Vinh Bao Plantation,

- Ngoi Sao Plantation,

- Ham Yen Plantation,

- Tan Thanh Plantation,

- Tan Phong Plantation,

- The Paper Pulp Production and Service Company,

- The Forest Product Transport Enterprise,

- The Vehicle, Bridge and Road Enterprise,

- The Designing Enterprise,

- Phu Ninh Research Center,

- Thanh Hoa Plantation,

- A Mai Plantation,

- Thach Hiep Plantation,

- Tam Thang Plantation,

- Tam Cuu Plantation,

- Tam Son Plantation,

- Doan Hung Plantation,

- Lap Thach Plantation,

- Tam Dao Plantation,

- Thu Cuc Plantation,

- Xuan Dai Plantation,

- Song Thao Plantation,

- Yen Lap Plantation,

- Van Xuan Experimentation Station,

- Vinh Phu Forest Product Company.

14. Dong Nai Paper Pulp Company; including the following dependent-accounting units:

- Hieu Liem Plantation, Dong Nai province,

- Tri An Paper Material Plantation, Dong Nai province,

15. The Financial Company of the Paper Industry.

II. MEMBER UNITS WITH DEPENDENT ACCOUNTING:

16. Vietnam Paper Corporation Branch in Ho Chi Minh City.

III. NON-BUSINESS UNITS:

17. Institute of Paper and Cellulose Industry.

18. School of Paper Economics and Technology.-